STRYKER CORPORATION ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
The Merger Agreement provides that, subject to the terms and conditions of the
Merger Agreement, Merger Sub will commence a cash tender offer (the "Offer") to
purchase all of the outstanding shares of Vocera's common stock, par value
The Offer will remain open for 20 business days from (and including) the date of
commencement of the Offer, unless extended or terminated in accordance with the
terms of the Merger Agreement or as required by applicable law. If at the
scheduled expiration time of the Offer any of the conditions to the Offer have
not been satisfied or waived, subject to certain limitations, Merger Sub will,
and Stryker will cause Merger Sub to, extend the Offer to permit the
satisfaction of all Offer conditions, subject to the terms of the Merger
Agreement and the applicable rules and regulations of the
Consummation of the Offer is subject to various conditions set forth in the Merger Agreement, including (i) that the number of Shares validly tendered and not properly withdrawn is at least a majority of all Shares then outstanding; (ii) the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of any judgment, order or injunction or other legal restraint or prohibition imposed by any governmental authority of competent jurisdiction preventing the consummation of the Offer or the Merger (as defined below); (iv) the accuracy of Vocera's representations and warranties contained in the Merger Agreement (except, in most cases, for inaccuracies that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Merger Agreement)); (v) Vocera's performance in all material respects of its obligations under the Merger Agreement; (vi) the absence of a Company Material Adverse Effect and (vii) the other conditions set forth in Exhibit A to the Merger Agreement.
As soon as practicable following the consummation of the Offer and subject to
the terms and conditions of the Merger Agreement, Merger Sub will merge with and
into Vocera pursuant to Section 251(h) of the General Corporation Law of the
The Merger Agreement includes customary representations, warranties, covenants and agreements of Vocera, Stryker and Merger Sub, including, in the case of Vocera, an agreement not to initiate, solicit or knowingly encourage any inquiries or submission of any alternative acquisition proposal, or to furnish information to, or participate in any discussions or negotiations with, any third party with respect to any such proposal, subject to customary exceptions for Vocera to respond to unsolicited proposals to the extent its board of directors determinates in good faith that an unsolicited proposal constitutes, or would reasonably be expected to result in, a Superior Company Proposal (as defined in the Merger Agreement) and Vocera satisfies other requirements contained in the Merger Agreement. The parties have agreed to use their reasonable best efforts to take actions that may be required in order to obtain regulatory approval of the proposed transaction, subject to certain limitations.
The Merger Agreement also includes customary termination provisions for both
Vocera and Stryker, subject, in certain circumstances, to the payment by Vocera
to Stryker of a termination fee of
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
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The Merger Agreement has been included to provide investors with information
regarding its terms. It is not intended to provide any other factual information
about Stryker. The representations, warranties, covenants and agreements
contained in the Merger Agreement were made only for purposes of the Merger
Agreement as of the specific dates therein, were solely for the benefit of the
parties to the Merger Agreement, may be subject to limitations agreed upon by
the contracting parties, including being qualified by confidential disclosures
made for the purposes of allocating contractual risk among the parties to the
Merger Agreement instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Investors are not third-party
beneficiaries under the Merger Agreement and should not rely on the
representations, warranties, covenants and agreements or any descriptions
thereof as characterizations of the actual state of facts or condition of the
parties thereto or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of representations and warranties may
change after the date of the Merger Agreement, which subsequent information may
or may not be reflected in Stryker's public disclosures. Investors should read
the Merger Agreement together with the other information concerning Stryker and
Vocera that each company publicly files in reports and statements with the
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer for the outstanding shares of common stock of Vocera
Communications, Inc. ("Vocera") referenced in this document has not yet
commenced. This document is for informational purposes only, is not a
recommendation and is neither an offer to purchase nor a solicitation of an
offer to sell shares of common stock of Vocera or any other securities. At the
time the tender offer is commenced,
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJanuary 6, 2022 , by and amongStryker Corporation ,Voice Merger Sub Corp. , and Vocera Communications, Inc.* 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
of the omitted schedules upon request by the
Commission.
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